(e) On February 24, 2014, the Compensation Committee of the board of directors
of The Middleby Corporation (the "Company") approved a form of Restricted
Performance Stock Agreement (the "RPSA") that the Company will use for grants of
restricted performance stock to participants under the Company's 2011 Long-Term
Incentive Plan.

The RPSA includes certain performance-based vesting criteria as more fully
described therein. The RPSA provides for accelerated vesting of awards upon a
Change of Control (as defined in the RPSA) or in the event that the employee is
terminated without Cause (as defined in the RPSA).

The foregoing summary of the RPSA is qualified in its entirety by reference to
the RPSA, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by
reference herein.